03.05.25 FA

C O N T R A C T (fee-for-goods or services contract with an individual, business, non-profit, or governmental entity of another state)

Begin Date End Date Agency Tracking # Edison Record ID

Contractor Legal Entity Name Edison Vendor ID

Goods or Services Caption (one line only)

Contractor Assistance Listing Number#

Contractor

Funding —

FY State Federal Interdepartmental Other TOTAL Contract Amount

TOTAL:

Contractor Ownership Characteristics:

Minority Business Enterprise (MBE):

African American Asian American Hispanic American Native American

Woman Business Enterprise (WBE)

Tennessee Service Disabled Veteran Enterprise (SDVBE)

Disabled Owned Business (DSBE)

Tennessee Small Business Enterprise (SBE): $10,000,000.00 averaged over a three (3) year period or employs no more than ninety-nine (99) employees.

Government Non-Minority/Disadvantaged Other:

Selection Method & Process Summary (mark the correct response to confirm the associated summary)

Competitive Selection

RFP 32701-25-414

Other

Budget Officer Confirmation: There is a balance in the appropriation from which obligations hereunder are required to be paid that is not already encumbered to pay other obligations.

Speed Chart (optional) Account Code (optional)

CONTRACT

BETWEEN THE STATE OF TENNESSEE,

DEPARTMENT OF ENVIRONMENT AND CONSERVATION

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, Department of Environment and Conservation (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of a State Revolving Loan Fund Program Data Management System, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract.

The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company.

Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number

A. SCOPE:

A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract.

A.2. Definitions. For purposes of this Contract, unless the context otherwise requires, definitions shall be as follows and as set forth in the Contract:

a. Activity is a defined step that contributes to the overall progression of a submission through the SRF and SWIG program workflows.

b. Applicant, as used in Section A, is a State of Tennessee city, county, utility district, or water authority responding to a Solicitation.

c. Application, as used in Section A, is a formal SRF or SWIG Solicitation.

d. Automation means the systematic implementation of SRF and SWIG program rules, triggers, events, and actions to automate submission progression.

e. BPI means Business Process Improvement.

f. COTS means Commercial-off-the-Shelf (COTS) software Solution.

g. External Users means users from State of Tennessee cities, counties, utility districts, and water authorities.

h. Fund Type means either the loan or grant monies overseen by the SRF and SWIG programs.

i. GMS is the Grant Management System operated by Smart Simple.

j. Internal Users means State of Tennessee users from the SRF and SWIG programs, DWR, and TDEC.

k. Phase means the distinct stage of the SRF and SWIG programs workflow comprised of various Statuses, Activities, Tasks, and events.

l. Questionnaire is the form of response to a Solicitation or the notice of intent to apply for SRF funding.

m. Repayment is the process of paying back the principal amount borrowed, along with any accrued interest, to the State according to a predetermined schedule of regular payments.

n. Solicitation is the public notification of SRF or SWIG funds availability; for SWIG, the

Solicitation serves as the direct request for grant proposal Application submissions.

o. Solution means the COTS software applications, tools, and processes the Contractor is to provide for the State under this Contract.

p. SRF means State Revolving Loan Fund.

q. Status is the current condition of an Applicant’s submission or position with the SRF or SWIG program workflows.

r. SWIG means State Water Infrastructure Grant Program.

s. Task is a specific, actionable unit of work that needs to be completed to support activities and

SRF or SWIG programs workflow outcomes.

t. UAT means the user acceptance testing performed as a part of the development and implementation process.

A.3. Project Description. The State SRF Loan and SWIG programs effectively provide financial assistance to local governments, water districts, utilities, and other eligible entities for the planning, design, construction, and rehabilitation of water infrastructure. The programs serve as a funding mechanism to support various projects aimed at enhancing the quality, reliability, and sustainability of water-related systems and facilities. The State anticipates the continued awarding and disbursement of future loans and grants with revolving funds across its Clean Water and Drinking Water initiatives which calls for implementation of a Solution with the ability to meet current and future portfolio management requirements in accordance with updated state and federal directives. The Solution shall address all requirements within sections A.4. through A.15.

A.4. Solution Features, Functionality, and Capabilities. The Solution must successfully implement the following features, functionality, and capability components:

a. Comprehensive SRF Program Tool: Implementation of an expansive SRF program data management, tracking, and reporting tool that delivers a reliable and robust end-to-end grant and loan servicing experience.

b. Tool Integration and Accessibility: Delivery of seamless integration with existing programs and systems (i.e., MyTN™ application suite, FileNet, program databases, etc.) and compatibility with common browsers and devices (i.e., browser, mobile web, mobile application, tablet, smart device, etc.).

c. Data Migration: Contractor-led data migration (up to 800 records) including data mapping, data cleansing, data transforming, and testing to ensure data completeness and correctness.

d. User Interface: Present users with a convenient, intuitive, configurable, and user-friendly dashboard experience across devices and platforms.

e. User Accounts: Support (internal and External) user account creation and management (i.e., setup, storage, updating, reporting, search, password reset, etc.) as well as ascribed privileges and permissions based on account type, role-based access control constraints, and SRF-program-defined user groups and roles.

f. Data Security: Demonstrate evidence of compliance with relevant data security rules and regulations to ensure data security (i.e., encryption, masking, deidentification, etc.) methods are enforced and all data elements will remain secure.

g. Automation, Reporting, and Analytics: Provide enhanced Automation (alerts, emails, notifications, reminders, scheduling, business rules, etc.), data analytics, and reporting enabled by dynamic data collection and storage to support tracking and delivery of current and future SRF program efficiency, expediency, and efficacy measures.

h. Compliance: Subrecipient monitoring and compliance for grants and loans to ensure recipients meet state and federal requirements.

i. Program Rules and Requirements: Automated enforcement of predefined program rules and requirements that govern loan and grant Application, approval, issuance, Repayment, compliance, tracking, reporting, and communication activities throughout the loan and grant management process.

j. Fund Management: Proficient portfolio management (including grants, loans, disbursements, Repayments, amortization, etc.).

k. Documentation: Support electronic document configuration, allow for seamless integration with the State’s document management system as well as conversion and storage of uploaded images to electronic document files (including integration of historical files).

l. Application Management: Facilitate the overall management (including completeness checks, submission, processing, and tracking) of loan Applications.

m. Communication Tracking: Provide a consistent communication medium and feedback loop to track end-to-end communications between program Applicants and the SRF team, by distinct funding assistance request and requestor, from Application submission through full grant disbursement or loan Repayment.

n. Information Exchange: Seamless enablement of information exchanges between internal and external state and federal entities.

A.5. Solution Training and Support. The Contractor must provide initial and ongoing system training via live demonstration, published documentation, and recordings throughout the lifecycle of the vendor agreement for:

a. initial training during implementation;

b. ongoing training post-implementation to support maintenance and enhancement releases resulting in changes to system features and functionality, and;

c. ongoing business process and data management improvement training.

Training and support shall be inclusive of internal and external users of all types and minimally cover the following module areas:

1. User Setup and Management

2. Internal - SRF program and workflow

3. Internal - SWIG program and workflow

4. Internal - Reporting (including workflow reporting)

5. Internal - Compliance Management (i.e., audit prep, etc.)

6. Internal - Administrator

7. External - User Setup and Management

8. External - SRF program and workflow

9. External - SWIG program and workflow

10. External - Reporting

A.6. Support, Maintenance, and Updates. The Contractor shall proactively provide no less than 72-hours’ notice ahead of planned system maintenance, patches, or updates and no less than 1-week notice prior to major version upgrades in accordance with State Change Advisory Board change request requirements for internally and externally hosted applications. Additionally, the Contractor must accommodate State moratorium dates in which no changes may be made to the production environment. To ensure optimal software utilization, seamless user experience, technical troubleshooting, and timely issue resolution, the Contractor shall provide comprehensive helpdesk support Monday through Friday, 8:00 AM to 4:30 PM CST (excluding major holidays) via multiple modalities such as toll-free calling, email, and chat. Support services shall classify issues as critical, high priority, and standard and adhere to the following response schedule:

a. Critical Issue (system outages): Response within one hour.

b. High Priority Issues (e.g., significant impact on functionality): Response time within four hours.

c. Standard Issues (e.g., routine inquiries): Response time within twenty-four hours.

A.7. Project Execution and Management. The Contractor shall provide dedicated project resources to facilitate the project lifecycle in its entirety and ensure completeness, acceptance and timely delivery of business requirements, adequate management of resources, and overall high quality project execution. The Contractor shall assign to this contract the following key personnel: project manager, procurement specialist, and Solution architect.

a. During the first 90 days of performance, the Contractor shall make no key resource substitutions unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the State within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph (b) of this clause. Following the initial 90-day period, the Contractor shall submit the information required by paragraph (b) to the State at least 15 days prior to making any permanent substitutions.

b. The Contractor shall provide a detailed explanation of the circumstances necessitating proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the State. Proposed substitutes should have comparable qualifications to those of the persons being replaced. The State will notify the Contractor within 15 calendar days after receipt of all required information of the decision on substitutions at which time the Contractor may proceed with inclusion of approved substitutions into project activities.

c. The dedicated project manager must be preapproved by the State. The Contractor shall also adopt a structured approach for project execution, including:

i. Initial Draft Work Plan and Course Outlines: The Contractor shall submit a proposed work plan and course outlines within three calendar days of execution of the Contract.

1. The Contractor shall prepare, within five calendar days of receiving the State’s response and requested revisions, a revised work plan. The work plan shall incorporate the schedules for each Activity required by this Contract.

ii. Project Plan Submission: Within 30 days of the Effective Date of the Contract, the

Contractor shall provide a detailed plan outlining:

1. Project overview: Project name, summary, scope, objective, methodology

2. Team members: People involved in the project (including roles and responsibilities)

3. Tasks and deliverables: What needs to be done, by whom, and when

4. Milestones: Key points in within the project along with party responsible for each milestone

5. Implementation strategy: Detailing of the approach for addressing quality assurance and resource allocation as well as managing components and provisions for implementation stages including discovery and planning, design, development, data migration, testing, deployment, and support

6. Timeline: When the project will be completed

7. Budget: How much money will be spent on the project by deliverable increment

8. Quality: What quality standards will be met

9. Stakeholders: Who the stakeholders are, and their level of interest and involvement

10. Communication plan: How and when the project team will communicate with partners and stakeholders and to whom communication responsibility has been assigned

11. Risk: How potential risks will be identified and managed

12. Adaptability and change management: Processes for adapting to project changes, maintaining momentum, and managing scope adjustments.

13. Reference materials: Any relevant materials for the project

14. Performance reporting: Regular performance reports in line with the communication plan, detailing project progress and addressing potential risks.

iii. Responses: Respond to all State communications (e.g., all calls and emails) within two business days.

iv. Project Payment Deliverables: For this contract, there are six payment milestones, two annual operations and usage related services, and two ongoing support related services as well as corresponding Deliverables for each respective milestone or service.

1. The Deliverables associated with each milestone and/or service outlined in the Payment Methodology section (see Section C.3.

Payment Methodology table) can be completed and submitted for payment individually or completed and submitted for payment collectively.

2. Regardless of Deliverable completion approach (individual or collective), the Contractor shall submit payment requests to the State no more than once per calendar month with no less that fifteen calendar days between submissions.

3. Deliverables being submitted for payment must be demonstrated to the State with accompanying documentation (i.e., manuals, user guide, technical specifications, design/architecture diagrams, plans, results, and reports).

A.8. System Configuration. Initial end-to-end configuration of all configurable components shall be included within the scope of the project implementation.

a. This configuration process must, for each Fund Type, cover all required system settings, user roles, permissions, workflows, data fields, and any other configurable elements necessary to meet the operational needs specified in the project requirements.

1. Configurations and customizations for the following key components of the loan and grant management process are required:

Component Description Funding Type

Questionnaire/Solicitation Public notification of SRF and SWIG funds availability

Loans and Grants

Applicant State eligible entities responding to solicitation Loans and Grants

Ranking Applicant positioning within a hierarchy based on Questionnaire assessment results

Loans and Grants

Phase A distinct stage of the SRF and SWIG program workflow comprised of various statuses, activities, tasks, and events:

1. Questionnaire

2. Financial and Environmental

Review

3. Environmental Review

4. Design

5. Loan Package

6. Managed Projects

Loans and Grants

Status The current condition of an applicant’s submission or position with the SRF and SWIG program workflows

Loans and Grants

Component Description Funding Type

Activity A defined step that contributes to the overall progression of a submission through the SRF and SWIG program workflow

Loans and Grants

Task A specific, actionable unit of work that needs to be completed to support activities and SRF and SWIG program workflow outcomes

Loans and Grants

Automation Systematic application of SRF and SWIG program rules, triggers, events, and actions to automate submission progression

Loans and Grants

Documents Documentation provided by:

a. applicants to demonstrate preparedness and compliance from a financial and Solution design perspective

b. SRF and SWIG program to communicate relevant requirements, requests, and submission status

Loans and Grants

Application Formal SRF and SWIG program fund request Loans and Grants

Repayment Process of paying back the principal amount borrowed, along with any accrued interest, to the State according to a predetermined schedule of regular payments

Loans

Tracking End-to-end tracking of individual program components over the entire lifecycle of the SRF and SWIG loan or grant lifecycle.

Loans and Grants

Loan and Grant Management

End-to-end enablement and management of the phases, statuses, activities, tasks/actions across the loan and grant workflow.

Loans and Grants

Reporting and Analytics Tracking, analyzing, and reporting on the financial and programmatic performance of loans and grants, providing insights to assess effectiveness, compliance, and impact

Loans and Grants

b. Comprehensive documentation must be provided of all configurations made, including the rationale behind specific settings and their impact on system operations.

c. The configured components must undergo thorough testing, including unit testing, integration, and UAT, to ensure configuration is functioning as expected within the respective operational environment.

d. Knowledge transfer shall be provided from the Contractor to key State and STS personnel for how to manage and adjust configurations.

A.9. BPI. The Contractor shall actively participate in the review and implementation of process improvement recommendations and deliverables identified during a 2025 State of Tennessee SRF program BPI initiative.

A.10. Communication. The Contractor shall actively participate in conference calls or meetings with the

State, at least quarterly or as requested by the State, to discuss system operations. The Contractor shall participate in trainings, collaborative partnership, and other meetings as requested by the State. The State shall provide a written request for participation at least ten business days prior to any in-person training or meeting that it requires the Contractor to attend. Additionally, the State reserves the right to record and/or transcribe meetings throughout the lifecycle of the project. The State shall retain said recordings and/or transcriptions for a period of no less than one year from the completion or cancellation of the project. The State, based solely on its discretion, may extend the retention period of any recording or transcription to ensure ongoing end-to-end alignment with project deliverables.

A.11. Change Orders. The State may, at its sole discretion and with written notice to the Contractor, request changes in the Scope that are necessary but were inadvertently unspecified in this Contract.

a. Change Order Creation— After receipt of a written request for additional services from the State, the Contractor shall respond to the State, within a maximum of ten business days, with a written proposal for completing the service. Contractor’s proposal must specify:

(1) the effect, if any, of implementing the requested change(s) on all other services required under this Contract;

(2) the specific effort involved in completing the change(s);

(3) the expected schedule for completing the change(s);

(4) the maximum number of person hours required for the change(s); and

(5) the maximum cost for the change(s)— this maximum cost shall in no instance exceed the product of the person hours required multiplied by the appropriate payment rate proposed for such work.

The Contractor shall not perform any additional service until the State has approved the proposal. If approved, the State will sign the proposal, and it shall constitute a Change Order between the Contract Parties pertaining to the specified change(s) and shall be incorporated, hereby, as a part of this Contract.

b. Change Order Performance— Subsequent to creation of a Change Order, the Contractor shall complete the required services. The State will be the sole judge of the acceptable completion of work and, upon such determination, shall provide the Contractor written approval.

c. Change Order Remuneration— The State will remunerate the Contractor only for acceptable work. All acceptable work performed pursuant to an approved Change Order, without a formal amendment of this Contract, shall be remunerated in accordance with and further limited by Contract Section C.3.c., PROVIDED THAT, the State shall be liable to the Contractor only for the cost of the actual goods or services provided to complete the necessary work, not to exceed the maximum cost for the change detailed in the Change Order. In no instance shall the State be liable to the Contractor for any amount exceeding the maximum cost specified by the Change Order authorizing the goods or services. Upon State approval of the work, the Contractor shall invoice the State in accordance with the relevant provisions of this Contract.

A.12. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge.

Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract.

Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry.

If Contractor fails to provide the goods or services as warranted, then Contractor will re-provide the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law.

A.13 Data Governance. As part of project delivery and in alignment with TDEC’s data governance standards, the Contractor shall provide comprehensive data documentation for any new data source system implemented under this Contract. These deliverables are required for all systems, whether developed by the Contractor or in collaboration with STS. The Contractor agrees to furnish the following documentation:

a. Data Dictionary: A complete data dictionary including data element names, definitions, data types, valid values, and applicable syntax and validation rules.

b. Data Model: An Entity Relationship Diagram (ERD) or, where an ERD is not feasible, a conceptual data model describing key entities and their relationships.

c. Standard Operating Procedures (SOPs): Documentation outlining data-related business processes and lifecycle stages, including:

1. Authoring (creation/update/deletion rights and processes);

2. Access (provisioning, retrieval methods, revocation procedures);

3. Usage (authorized uses and user mappings);

4. Storage (data storage methods and backup protocols);

5. Sharing (data use/sharing agreements and review schedules); and

6. Archiving/Deletion (retention periods per RDA and removal protocols).

d. Data Stewardship Roles: In collaboration with TDEC Project Sponsor and Owners, clearly identify Data Owner(s), Data Steward(s), and Data Custodian(s) with responsibilities defined.

e. Data Classification: Documentation classifying data assets according to:

1. Risk Classification:

i. Public Data – Information that is freely available to the public and poses no risk if disclosed. This data can be shared without restrictions. Examples:

Marketing brochures, press releases, publicly available research, information posted on tn.gov, data viewers, and map viewers.

ii. Confidential Data – Sensitive information that, if disclosed, could harm the organization or individuals. Access is restricted to authorized personnel only by State Policy or Law. Examples: Customer data, financial records, legal documents, information protected by TCA 11-1-102 (information concerning radioactive materials; locations of threatened, endangered, or rare species;

and information pertaining to guests of state parks), and private utility information and proprietary business information protected by TCA 10-7-504.

iii. Restricted Data – Highly sensitive information that requires the highest level of security. Unauthorized access or disclosure could result in significant damage. Information subject to legal or regulatory requirements for privacy and security. Special handling and compliance measures are necessary.

Examples: Personally identifiable information (PII) like social security numbers, Criminal Justice Information (CJIS), and payment card industry

(PCI).

2. Use Classification:

i. Transactional Data – Data that is submitted and used in transactional systems for TDEC’s day to day business needs.

ii. Shared Data – Data that is shared with outside entities on a recurring basis.

iii. Federal Reporting – Data that is required to be submitted to the Federal government and must adhere to various reporting requirements.

iv. Internal Reporting – Data that is used internally for various reporting and dashboards to meet business needs.

v. Public Reporting – Data that is released to the public in the form of reports, dashboards, or data sets. This data undergoes review prior to release.

vi. Archived Data – Data that is no longer currently in use in transactional systems or reporting but is kept in storage for Records Retention Requirements or other needs.

f. Data Flow Diagram: A current data flow diagram showing the movement of data within and between systems.

All documentation must be submitted to TDEC and is subject to review and acceptance prior to system go-live. Annual maintenance and updates to this documentation are required throughout the project lifecycle and upon system changes that materially impact data governance.

A.14. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Contract. If, upon inspection, the State determines that the goods or services are Defective, the State shall notify Contractor, and Contractor shall re-deliver the goods or provide the services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or performance of services the State does not provide a notice of any Defects, the goods or services shall be deemed to have been accepted by the State.

A.15. MyTN.gov Interface.

a. The State may require the software developed or provided by the Contractor under this Contract to interface with the State’s customer-facing portal, MyTN.gov. This may occur at any time during the Term of the Contract. If so, the Contractor may have to comply with one, or more, of the following requirements:

(1) All web applications must be Responsive. “Responsive” is an industry standard term that refers to a web design that makes web pages render well on a variety of devices and window or screen sizes.

(2) All web applications must have the capability to use a single-sign on server utilizing the following industry standard protocols: Security Assertion Markup Language (“SAML”) or minimum of OAuth 2.0.

b. Any of the obligations in Section A.15.a that were known and required prior to Contract

Effective Date will be specified herein, including necessary compensation methods and amounts.

c. For any of the obligations in Section A.15.a that were unknown or not required at Contract

Effective Date, it will be necessary to add lines, items, or options to the Contract to accommodate one or more of the new interface requirements. The State shall add these lines, items, or options in accordance with the MOU process described in Section E.11., below. If the Contractor requires additional compensation for the interface tasks, such compensation shall be negotiated and specified through this same MOU process.

A.16. Artificial Intelligence (AI) Use and Compliance Requirements. The Contractor agrees that any product, service, or Solution incorporating Artificial Intelligence (AI), including Generative AI (GenAI), procured under this Agreement shall comply fully with the State of Tennessee’s Enterprise Artificial Intelligence Policy (Policy 200-POL-007), available at:

https://www.tn.gov/content/dam/tn/finance/artificialintelligence/Enterprise_Artificial_Intelligence_P olicy.pdf. The Contractor further agrees to the following:

1. Data Privacy and Security. Contractor shall not use, access, store, transmit, or process any State Data—including but not limited to confidential, privileged, personally identifiable information (PII), protected health information (PHI), Payment Card Industry (PCI) data, criminal justice information (CJIS), federal tax information (FTI), Centers for Medicare & Medicaid Services (CMS) data, Social Security Administration (SSA) data, Family Education Rights & Privacy Act (FERPA) data, or internal communications—through any AI tools or platforms unless:

a. The AI tool is explicitly approved in writing by the State.

b. The tool is operated within a secure State-controlled or approved environment.

2. Prohibition on Model Training. The Contractor shall not use State Data to train, fine-tune, or otherwise improve AI models, unless expressly authorized in writing by the State and in accordance with Policy 200-POL-007.

3. Transparency and Accountability. The Contractor shall clearly disclose when AI tools are used in providing services or generating content on behalf of the State. The Contractor is responsible for the accuracy, reliability, and appropriateness of all AI-generated outputs.

4. Use of Approved Tools Only. Only State-approved AI platforms, systems, or services may be used in the performance of this contract. Use of public, consumer, or non-State-managed AI platforms (e.g., ChatGPT, Google Gemini, etc.) with State Data is strictly prohibited unless authorized in writing.

5. Ongoing Compliance and Risk Mitigation. The Contractor shall ensure continued compliance with evolving State and federal regulations related to AI. The State reserves the right to audit or review AI usage under this Agreement at any time.

6. Indemnification. The Contractor shall further indemnify and hold harmless the State in accordance with the Hold Harmless section of this Agreement for any unauthorized disclosure, misuse, or compromise of State Data resulting from AI-related processing that violates this Agreement or State policy.

A.17. Licensing Structure. The Contractor must be able to accommodate a tiered licensing structure to adequately support fluctuating usage of the Solution for the entirety of the contract.

a. Tier 1: 1 – 640 internal/external users

b. Tier 2: greater than 640 (annual flat fee enterprise cost) internal/external users)

The initial implementation of the Solution must be able to cover user licensing requirements for Tier 1. All license types (single-user, site, network, etc.) required for the usage, support, and/or management of the Solution are to be included within all licensing tiers. License fees accrued under Tier 1 will be prorated into the annual flat fee enterprise cost model when the licensing arrangements is converted from Tier 1 to Tier 2. The Contractor must provide access to a mechanism for tracking, auditing, and reporting on license usage and compliance.

B. TERM OF CONTRACT:

This Contract shall be effective on DATE (“Effective Date”) and extend for a period of sixty (60) months after the Effective Date (“Term”). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed Written Dollar Amount ($Number) (“Maximum Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

C.2. Compensation Firm. The payment methodology in Section C.3. of this Contract shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology includes all applicable taxes, fees, overhead, and all other direct and indirect costs incurred or to be incurred by the Contractor.

C.3. Payment Methodology. The Contractor shall be compensated based on the payment methodology for goods or services authorized by the State in a total amount as set forth in Section C.1.

a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A.

b. The Contractor shall be compensated based upon the following payment methodology:

Goods or Services Description

Deliverables Amount

(per compensable increment) Milestone - Configuration (as described in section A.8.)

• User Setup (roles, permissions, access control)

• Automation (incl: notifications, alerts, emails, etc.)

• Preferences (incl: default views and field level specifications)

• Workflows

• Reports, dashboards, and visualizations

$ Number per Component

Milestone - Migration (as described in section A.4.)

• Excel

• GMS

o Excel o HTML o CSV o PDF o JSON

$ Number per Source

Milestone - Integration (as described in section A.4.)

• TDEC finance tracking system for receiving payments

• The State’s document management system (FileNet) o Documentation Management: Accept, process, manage, generate, convert, and securely store print and digital training and certification related documentation.

o Formatting Options:

Standard formatting options for uploaded/downloaded, imported/exported, and converted documents and forms including CSV, XLSX, DOCX, JPEG, PNG, HTML, ZIP, and

PDF.

$ Number per System

Milestone – BPI Enhancements (as described in section A.9.)

• Recommendations from BPI initiative o Enhancements

$ Number per Deliverable o Improvements o Remediations

Milestone – Implementation (as described in section A.4. and A.8)

• Discovery, Planning, and Design o Project kickoff o Project approach o Project schedule o Project plan o Business requirements o Technical specifications o Solution/architecture design o Implementation plan o Training plan (for each module) o Release plan o Maintenance and support plan

• Development

• Data Migration

• Testing (including UAT test plan, test cases, and test results for each completed test set)

• Deployment

$ Number per Phase

Milestone – Training (as described in section A.5.)

• Internal User Modules o Program Administrative

Module o SRF Team module o SWIG Team module

• External User Modules o Applicant Module

$ Number per Module

Annual Program Level License (as described in section A.17.)

Annual program/enterprise level software licensing agreement.

$ Number each License

Annual Hosting and Maintenance (as described in section A.6)

Annual system hosting and maintenance costs including, but not limited to infrastructure, servers, storage, networking, patches, bug fixes, minor feature updates, security monitoring, and ensuring compatibility with new operating systems or environments.

$ Number per Year

Solution Support (as described in section A.6)

Ongoing technical support to resolve issues that may arise during or after deployment, including support in the form of help desks, troubleshooting, or software updates.

$ Number per Hour

Professional Services (as described in section A.7, and A.9,)

Ongoing program expertise including ongoing business need assessment, modification recommendations, consulting, and enhanced workflow or feature configuration.

$ Number per Hour

c. The Contractor shall be compensated for changes requested and performed pursuant to Contract Section A.11., without a formal amendment of this Contract based upon the payment rates detailed in the schedule below and as agreed pursuant to Section A.11., PROVIDED THAT compensation to the Contractor for such “change order” work shall not exceed SEVEN PERCENT (7%) of the sum of milestone payment rates detailed in Section C.3.b., above (which is the total cost for the milestones and associated deliverables set forth in Contract Sections A.1., through A.17). If, at any point during the Term, the State determines that the cost of necessary “change order” work would exceed the maximum amount, the State may amend this Contract to address the need.

Service Description Amount

(per compensable increment)

Professional services related to change orders $ Amount per hour

NOTE: The Contractor shall not be compensated for travel time to the primary location of service provision.

C.4. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel time, travel expenses, meals, or lodging.

C.5. Invoice Requirements. The Contractor shall invoice the State only for goods delivered and accepted by the State or services satisfactorily provided at the amounts stipulated in Section C.3., above. Contractor shall submit invoices and necessary supporting documentation, no more frequently than once a month, and no later than thirty (30) days after goods or services have been provided to the following address:

Monica Emerson | Admin & Finance Manager, SRF Division of Water Resources Davy Crockett Tower, 9th Floor 500 James Robertson Pkwy Nashville, TN 37243 monica.k.emerson@tn.gov 615-946-5367

a. Each invoice, on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly):

(1) Invoice number (assigned by the Contractor);

(2) Invoice date;

(3) Contract number (assigned by the State);

(4) Customer account name: Tennessee Department of Environment and Conservation, Division of Water Resources;

(5) Customer account number (assigned by the Contractor to the above-referenced

Customer);

(6) Contractor name;

(7) Contractor Tennessee Edison registration ID number;

(8) Contractor contact for invoice questions (name, phone, or email);

(9) Contractor remittance address;

(10) Description of delivered goods or services provided and invoiced, including identifying information as applicable;

(11) Number of delivered or completed units, increments, hours, or days as applicable, of each good or service invoiced;

(12) Applicable payment methodology (as stipulated in Section C.3.) of each good or service invoiced;

(13) Amount due for each compensable unit of good or service; and

(14) Total amount due for the invoice period.

b. Contractor’s invoices shall:

(1) Only include charges for goods delivered or services provided as described in

Section A and in accordance with payment terms and conditions set forth in Section C;

(2) Only be submitted for goods delivered or services completed and shall not include any charge for future goods to be delivered or services to be performed;

(3) Not include Contractor’s taxes, which includes without limitation Contractor’s sales and use tax, excise taxes, franchise taxes, real or personal property taxes, or income taxes; and

(4) Include shipping or delivery charges only as authorized in this Contract.

c. The timeframe for payment (or any discounts) begins only when the State is in receipt of an invoice that meets the minimum requirements of this Section C.5.

C.6. Payment of Invoice. A payment by the State shall not prejudice the State's right to object to or question any payment, invoice, or other matter. A payment by the State shall not be construed as acceptance of goods delivered, any part of the services provided, or as approval of any amount invoiced.

C.7. Invoice Reductions. The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment that is determined by the State, on the basis of audits conducted in accordance with the terms of this Contract, to not constitute proper compensation for goods delivered or services provided.

C.8. Deductions. The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor under this or any contract between the Contractor and the State of Tennessee, any amounts that are or shall become due and payable to the State of Tennessee by the Contractor.

C.9. Prerequisite Documentation. The Contractor shall not invoice the State under this Contract until the State has received the following, properly completed documentation.

a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to the Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and

b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form.

The taxpayer identification number on the W-9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information.

D. MANDATORY TERMS AND CONDITIONS:

D.1. Required Approvals. The State is not bound by this Contract until it is duly approved by the

Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval.

D.2. Communications and Contacts. All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email or facsimile transmission with recipient confirmation. All communications, regardless of method of transmission, shall be addressed to the respective Party at the appropriate mailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party.

The State:

Emily Royal |Special Projects Consultant State Revolving Fund Division of Water Resources Davy Crockett Tower, 9th floor 500 James Robertson Parkway Nashville, TN 37243 Emily.Royal@tn.gov

(615) 202-0360

The Contractor:

Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number FAX # Number

All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required.

D.3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials.

D.4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination date. Should the State exercise its right to terminate this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages of any description or amount.

D.5. Termination for Convenience. The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neither requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract.

D.6. Termination for Cause. If the Contractor fails to properly perform its obligations under this

Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”),the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods.

Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract.

D.7. Assignment and Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract.

D.8. Conflicts of Interest. The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed under this Contract.

The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee.

D.9. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

D.10. Prohibition of Illegal Immigrants. The requirements of Tenn. Code Ann. § 12-3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of…